Observations on the CFIUS Known Investor Program

The US Treasury Department has issued a Request for Information (the RFI) seeking comments on a program that may — for certain investors from US ally and partner nations — streamline the foreign investment review process before the Committee on Foreign Investment in the United States (CFIUS), the US foreign direct investment regulator. The proposed program reflects the Trump administration’s strategy to facilitate “even greater investment from allies and partners where there is verifiable distance and independence from foreign adversaries or threat actors.”

Background

CFIUS has jurisdiction over inbound US transactions in which a foreign person would secure “control” (directly or indirectly) over a US business, as well as certain noncontrolling “covered investments” that provide a foreign person with certain rights in a US business active in critical technology, critical infrastructure or sensitive personal data of US citizens (a “TID US business”). A subset of these CFIUS “covered transactions” can trigger a mandatory filing if a TID US business is involved, but otherwise the CFIUS regime is largely a voluntary one, meaning deal parties must assess the national security sensitivities of a particular transaction in determining whether to submit a CFIUS filing, balancing those sensitivities (which vary depending on the deal) with the fact that CFIUS’s jurisdiction to call in a transaction for review never expires.

The Treasury Department, which chairs CFIUS, announced in May 2025 the establishment of a “fast track” process to increase the level of foreign capital inflow from US allies by increasing the efficiency of CFIUS reviews. The announcement was in furtherance of President Trump’s America First Investment Policy, issued in February 2025, which called for heightened CFIUS scrutiny of investments from China while at the same time offering encouragement for acquirers and investors from US ally and partner nations that “avoid partnering with United States foreign adversaries.” (We reported on the May 2025 Treasury announcement here and provided an overview of the America First Investment Policy here.) The proposed “fast track” process contemplates the eventual launch of the Known Investor Program (the KIP), whereby qualified foreign investors could submit information to CFIUS in advance of any CFIUS filing. This would enable CFIUS to get a head start on understanding the business operations, technology profile, governance structure, etc. of a potential foreign investor, and in turn on assessing the US national security implications that might arise in any CFIUS-covered transaction involving that foreign investor.

CFIUS initially selected a representative sample of foreign investors that are “frequent filers” with CFIUS to participate in a voluntary (and confidential) pilot program over the past few months, where they were asked to complete an information questionnaire that is more extensive than the information currently requested of a foreign investor in a CFIUS filing. This most recent Treasury Department outreach, in February 2026, is informed by the pilot program but now targets a broader range of stakeholders and seeks their inputs, through March 18, 2026, on further developing the KIP.

KIP eligibility criteria

The KIP is a purely voluntary program, and per Treasury, a foreign investor’s participation in the KIP “would not guarantee a particular outcome in CFIUS’s review of a transaction” nor relieve a party from any CFIUS filing obligations.

To take part in the KIP, the foreign investor must first qualify as a Known Investor Entity (KIE). The KIE criteria are designed to ensure that the foreign investor is a CFIUS frequent filer, having submitted (inclusive of subsidiaries) at least three “distinct” transactions to CFIUS within the past three years (as opposed to transactions that are withdrawn and refiled to CFIUS), with at least one filing resulting in CFIUS approval, and expecting to file at least one covered transaction to CFIUS within the next year.

The foreign investor’s entities and key personnel also must demonstrate verifiable “distance and independence” from any “Adversary Country,” defined to include the People’s Republic of China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia and the (then) regime of Venezuelan politician Nicolás Maduro. Also, the foreign investor’s entities (including its parent) and key personnel cannot be identified on the Entity List or the Military End User List administered by the US Department of Commerce’s Bureau of Industry and Security; the Specially Designated Nationals (SDN) List, the Non-SDN Chinese Military-Industrial Complex Companies List or the Sectoral Sanctions Identification List administered by the Treasury Department’s Office of Foreign Assets Control; or the Chinese Military Companies (Section 1260H) List administered by the US Department of War.

Information required from eligible foreign investors

Assuming the foreign investor qualifies as a KIE and wishes to participate in the KIP, it must produce to CFIUS a voluminous array of information responsive to the following five information categories, to which CFIUS currently devotes substantial time and attention during the review process:

• Legal and organizational factors, including information on the KIE’s entire corporate organization and governance structure (identifying the relevant entities), as well as disclosing any foreign government ownership and control.
• Personnel and process for governing and operating, requiring details on board members, board structure and practices, management personnel and practices, limited partners, and co-investors.
• Nature and characteristics of the KIE’s business, covering the KIE’s business strategy and holdings; relationships with portfolio companies; and internal policies, practices and standards (including as to personnel, cybersecurity and data protection, and supply chain management and integrity).
• Engagement with the US government and compliance posture, identifying any nexus the KIE has with the US government, its CFIUS history and compliance, and compliance with other US authorities as well as its historical foreign law compliance.
• Verifiable distance from Adversary Countries, requiring information on the KIE’s investments in, and from, Adversary Countries, and any operational nexus to Adversary Countries and/or their governments. This will include information on investment partners (for investments in which the KIE has at least a 10% voting or economic interest) that are located in any Adversary Country, the KIE’s process for deciding which investment targets to pursue (presumably to assess how investments are assessed for Adversary Countries vs. allied jurisdictions), “sector-specific strategy” for current portfolio companies or assets in any Adversary Country, and “planned investments in the next 24 months and expected growth pipeline over the next five years,” among other items.

Request for Information to advance the KIP

The Treasury Department’s RFI seeks input on information that could help inform CFIUS prior to a formal filing and on other ways to streamline aspects of the CFIUS review process, and sets out 45 separate questions.

• The first 24 questions are addressed to the five categories outlined above, and largely seek inputs on (i) “clarifying or adjusting” the information requested in these categories; (ii) whether CFIUS should consider additional items or factors for each category; and (iii) what “challenges” might arise in collecting and providing this information to CFIUS.
• Questions 25 – 29 seek general feedback on protections (in addition to confidentiality) that the KIP might afford foreign investors, procedural efficiencies that might benefit the program, how often the KIE information should be updated, and what information categories may be the “most time- and resource-intensive to address.”
• Remaining questions 30 – 45 cover other ways in which CFIUS can streamline its process regarding CFIUS transaction review, identification and investigation of non-notified transactions, negotiation of mitigation remedies, and monitoring and enforcement of National Security Agreements and related orders, conditions and agreements.

What comes next, and will it really matter for foreign investors?

In our observations on the Treasury Department’s May 2025 announcement, we noted that the KIP might benefit foreign investors that are frequently before CFIUS and that plan future US investments. The now-proposed KIP eligibility criteria demonstrate that the KIP is indeed intended for CFIUS frequent filers that have de-coupled or at least de-risked from US foreign adversaries.

That said, while the KIP’s stated goal is to reduce CFIUS review times and make those reviews less onerous, at least for foreign investors that already have an established (and successful) CFIUS filing profile, it is currently unclear whether the program ultimately will result in material time savings for such investors. In fact, depending on the transaction, many frequent CFIUS filers — for which CFIUS has already undertaken its national security “threat” assessment in prior reviews — are already able to secure clearance either following a 30-day (short-form) declaration filing or at the conclusion of the initial 45-day review following submission of a (longer-form) notice. And even if the KIP results in less scrutiny of a frequent filer during a review, it may not reduce the overall review timing since CFIUS will need to assess the operations of the target US business for its importance to US national security as part of CFIUS’s “vulnerability” assessment, and will need to assess any foreign co-acquirers or co-investors that are not KIP eligible (i.e., not KIEs). Foreign investors whose investments are less frequently directed to the US and thus that file with CFIUS on a more occasional basis may not fit within the KIP eligibility criteria, and in any event such investors may not be willing to provide their detailed internal information to CFIUS in the absence of a filing.

The KIP is not yet in effect, and its final details, in yet-to-be-issued implementing regulations, will await the Treasury Department’s, and CFIUS’s, consideration of the RFI responses. We will advise of further developments and how they might affect the timing and scope of the CFIUS process.